Current management of acute respiratory distress syndrome (ARDS) is suboptimal. Arteriovenous carbon dioxide removal (AVCO2R) combined with mild oxygen ventilation has shown promise. AVCO2R is mild pumpless technique using low-pressure drop membrane oxygenators, which reduces labor, cost, complexity and patient stress. While AVCO2R works for short durations, ARDS therapy must operate continuously for weeks. Phase I successfully demonstrated CMS non-porous membranes significantly enhance AVCO2R membrane long term wet-out resistance while maintaining carbon dioxide removal membrane modules fluid dynamics. Working closely with University of Texas (UT) we completed short-term in-vivo testing on 10 sheep using UT sheep model. In-vivo results showed CMS AVCO2R system compared favorably to control. Long term in-vivo testing further supported CMS new membrane technology. Phase II will build upon Phase I feasibility success and first optimize membrane module fabrication. Working with UT we will do extensive in-vitro testing and then perform numerous (40+) long-term sheep studies. CMS has numerous industrial partners assisting in Phase II system fabrication and subsequent evaluation. These relationships will help Phase II plus identifying appropriate commercialization partners.